A company may wind up or liquidate its operations by passing a resolution or through a court order. This involves selling assets, settling debts, and distributing any remaining funds to shareholders.
Vyapaar Registration can guide you through the winding-up process and ensure compliance. Contact us today for expert assistance!
"Winding up" refers to the formal process of closing a company, as per the Companies Act, 2013 or the Insolvency and Bankruptcy Code, 2016. It involves halting business, selling assets, settling debts, and ultimately dissolving the company, while still maintaining its legal entity status until dissolution. The goal is to ensure a smooth and orderly closure. Vyapaar Registration can assist with the winding-up process. Contact us today for expert support!
Voluntary winding up is when the members of a company decide to close the business without court involvement. This decision is made by passing a special resolution or because of a condition in the company’s Articles of Association, like the expiry of the company’s term.
| Form Type | Documents Required |
|---|---|
| Special Resolution (Form-26) | - Special Resolution for winding up |
| Declaration of Solvency (Form 107) | - Declaration stating the company's ability to pay debts |
| Directors' Affidavit | - Affidavit confirming financial documents and accounts |
| Liquidator's Consent | - Consent from the appointed liquidator |
| Notice of Winding Up Resolution | - Published notice in the Official Gazette about winding up decision |
| Notice of Liquidator Appointment | - Published notice about the liquidator's appointment |
| Preliminary Liquidator's Report | - Initial report from the liquidator outlining the winding-up plan |
| Final Liquidator's Report and Accounts | - Final report and accounts presented by the liquidator at the last meeting |
| Notice of Final Meeting | - Notice announcing the final meeting of the company |
| Meeting Return | - Final meeting minutes, financial statements, and return submitted to the registrar |
Compulsory winding up is a legal process that involves the dissolution of a company through tribunal intervention. It is typically initiated for reasons like unpaid debts, unlawful acts, fraud, non-compliance with ROC filings, or tribunal discretion.
Failure to settle debts leads creditors to file for winding up.
Company members pass a special resolution to dissolve the company due to insurmountable issues.
Engaging in illegal activities or violations of law.
Involvement in fraudulent practices or serious misconduct.
Failure to file annual returns or financial statements for five years.
The tribunal may decide that winding up is necessary for public or creditor interest.
Initiate the process by filing a petition to the tribunal, including a statement of affairs.
The tribunal reviews the petition and may ask for the company’s objections and affairs statement within 30 days.
The tribunal appoints a liquidator to manage the winding-up process, ensuring assets are distributed properly.
The liquidator prepares and finalizes a report, which is submitted to the tribunal for approval.
The liquidator submits the winding-up order to the ROC within 30 days.
The ROC reviews the order and officially dissolves the company by removing it from the register.
The ROC publishes a formal notice in India to announce the company’s dissolution.
1. At Least 7 Members
2. Minimum 3 Directors
3. Directors and Shareholders Can Overlap
4. Minimum Authorized Capital of ₹5,00,000
5. Director Identification Number (DIN)
6. Digital Signature Certificate (DSC)
7. Company’s Registered Office Address
Regulated under the Companies Act, 2013.
Allowed but with certain restrictions.
Mandatory for incorporation.
Continues despite changes in ownership or shareholders.
Minimum 2, maximum 200.
Foreign investors can participate as per FDI norms.
The company is legally distinct from its owners.
Moderate corporate tax rates apply.
Shareholders have limited liability, reducing personal risk
High level of regulatory compliance required.
Annual financial audit is mandatory.
Shareholders’ personal assets are protected, as their liability is limited to the amount they’ve invested in shares.
OPCs musPublic Limited Companies can list on the stock exchange, opening up new opportunities for funding and growth.t have their accounts audited every year, which builds trust with vendors and lenders.
The company operates independently, ensuring continuity even if shareholders or directors change.
Public companies can raise funds from the public, making it easier to fuel business expansion and explore new ventures.
OPCs are easy to sell due to minimShares are easily transferable, attracting more investors and allowing the company to grow with flexibility.al paperwork.
Regular audits and reports ensure full transparency, keeping investors and the public informed about the company’s performance.
VyaparRegistration simplifies business compliance with GST registration, tax filing, and more-hassle-free and affordable!
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